Loading...
HomeMy WebLinkAboutContracts & Agreements_237-2019INDEPENDENT CONTRACTOR AGREEMENT This agreement for the provision of conducting online drivers education courses ("Agreement") is made and entered into this 3rd day of December, 2019 ("Effective Date") by and between the City of Redlands, a municipal corporation (hereinafter "City") and Tessa Zertuche, an individual on behalf of All Good Dnving Corporation (hereinafter "Contractor") City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, Contractor has expressed an interest in developing and conducting online drivers education courses for City's Recreation Division, and WHEREAS, Contractor has represented to City that she has the requisite experience, special knowledge and professional expertise similar to others in the recreation industry who conduct these services, NOW, THEREFORE, in consideration of the mutual promises contained herein, the City and Contractor agree as follows AGREEMENT Section 1 Term The term of this Agreement shall commence on the Effective Date and be for a period of three (3) years unless earlier terminated as provided for herein Section 2 Services A City hereby engages Contractor to develop and conduct online drivers education courses (the "Services") for City's Recreation Division Contractor shall determine the method, details and means of performing the Services and shall advise City of the same prior to the provision of any Services under this Agreement Contractor further agrees to perform the Services to the best of its ability and m an efficient, safe and competent manner B Services may be scheduled by Contractor for any times and days, contingent upon City approval and the availability of facilities C As compensation for providing the Services, City shall register participants and collect registration fees for participants in Contractor's program After the registration period ends, City shall pay Contractor seventy percent (70%) of the fees collected no later than thirty (30) days after receipt and approval by City of Contractor's invoice Contractor shall be responsible for payment of 100% of the fees paid by a participant in connection with any refund to the participant City shall have no obligation for refunds Section 3 Independent Contractor It is the expressed intention of the Parties that Contractor is and shall remain during the teiiii of this Agreement, an independent contractor and 1 L lealddn3lAgreements1lCA with All Good Driving school (Tessa Zertuche) 2019 docx.jn not be an employee or agent of City Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City The Parties acknowledge that Contractor is not a City employee for State tax, Federal tax or any other purpose Section 4. Publicity. Contractor -created marketing materials must be approved in writing by City before distribution and use City reserves the right to broadcast, televise and photograph class participants for the purpose of marketing Section 5. Other Requirements. Contractor shall A Ensure that any music or sound system is kept at levels at will not interfere with other classes or create a public disturbance/nuisance B Maintain the highest degree of participant safety possible Section 6 Contractor's Employees. No other employees or agents of Contractor shall participate m the performance of the Services without the prior written consent of City Section 7 Business License Contractor shall obtain a City of Redlands business license as a pre -condition of performing the Services Section 8 Termination City shall have the nght to terminate this Agreement, with or without cause, upon ninety (90) days prior written notice to Contractor City shall have no liability for any claims or damages resulting to Contractor as a result of any exercise by City of its nght to terminate this Agreement Section 9. Notices. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City Contractor City Clerk City of Redlands PO Box 3550 Redlands, CA 92373 jdonaldson@cityofredlands org 909-798-7531 Tessa Zertuche 14855 Mono Way Suite 106 Sonora, CA 95370 tessa@allgooddnvers com 800-977-1971 Section 10 Indemnity Contractor shall defend, indemnify and hold City, its elected officials, officers, employees and agents harmless from and against any and all actions, damages, 2 L 1caldjm\AgreementslICA with A11 Good Dnving School (Tessa_Zertuche) 2019 docxjn losses, causes of action and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorneys' fees and other legal expenses, arising directly or indirectly from any negligent act or omission of Contractor in performing the Services Section 11 Entire Agreement/Amendment This Agreement represents the entire Agreement of the Parties as to the matters contained herein Any amendment of this Agreement shall be effective only if it is in writing and signed by the Parties Section 12 Assignment This Agreement shall not be assigned without the pnor written consent of City Any assignment, or attempted assignment, without such prior consent, shall be null and void and, at the option of City, result in the immediate termination of this Agreement Section 13 Insurance Contractor shall obtain and maintain during the term of this Agreement all insurance required by this Section and shall submit to City certificates of insurance and appropriate endorsements evidencing that the insurance is in force and effect Evidence of such insurance shall be provided to City within fifteen (15) days of the Effective Date of this Agreement, and pnor to commencement of any Services Acceptance of the certificates by City shall not relieve Contractor of any of the insurance requirements contained herein, nor decrease the liability of Contractor (a) If applicable, workers' compensation and employer's liability insurance for its employees throughout the terms of this Agreement pursuant to Labor Code Sections 1860 and 3700, and in amounts which satisfy statutory requirements (b) Comprehensive and general liability insurance with a carrier acceptable to City in an amounts not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury Such insurance shall not be cancelled unless thirty (30) days prior written notice is provided to City (c) Except for workers' compensation and employer's liability insurance, City shall be named as an additional insured on all policies and such insurance shall be primary and noncontributing to any insurance or self-insurance maintained by City Section 14 Attorneys' Fees In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs or other relief, be entitled to recover its reasonable attorneys' fees, including fees for use of in-house counsel by a Party Section 15 Hold Harmless and Indemnification. Contractor shall indemnify, hold harmless and defend City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act, omission or failure to act by Contractor, its employees and agents in performing the Services 3 L lcaldjm\AgreementslICA with All Good Driving School (Tessa_Zertuche) 2019 docx jn IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of December 3, 2019 CITY OF REDLANDS Paul W Foster, Mayor ATTEST LZtetgott Donaldson, City Clerk CONTRACTOR Tessa Zertuche 4 L \caldjm\AgreementslICA with All Good Driving School (Tessa Zertuche) 2019,docx.jn